Price1.1The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.1.2Our quotations lapse after 30 days (unless otherwise stated).1.3The price quoted excludes delivery (unless otherwise stated).1.4Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.1.5Rates of tax and duties on the goods will be those applying at the time of delivery.1.6At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

Delivery2.1All delivery times quoted are estimates only.2.2If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:2.2.1you may not cancel if we receive your notice after the goods have been dispatched; and2.2.2if you cancel the contract, you can have no further claim against us under that contract.2.3If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).2.4We may deliver the goods in instalments. Each instalment is treated as a separate contract.

Delivery and safety3.1We may decline to deliver if:3.1.1we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or3.1.1the premises (or the access to them) are unsuitable for our vehicle.

Risk4.1The goods are at your risk from the time of delivery.4.2Delivery takes place either:4.2.1at our premises (if you are collecting them or arranging carriage); or4.2.2at your premises (if we are arranging carriage).4.3You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within three days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.

Payment terms5.1You are to pay us in Cash or otherwise in cleared funds on receipt of our pro-forma Invoice, unless you have an approved Credit account. Your approved credit limit will be set, goods will not be supplied in excess of that figure without prior arrangement. The company reserves the right to charge 3% per month for late payment An administrative charge will be made for cheques returned or represented by the Bank5.2If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.5.3If you fail to pay us in full on the due date:5.3.1we may suspend or cancel future deliveries;5.3.2we may cancel any discount offered to you;5.3.3you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998(a) calculated (on a daily basis) from the date of our invoice until payment;(b) compounded on the first day of each month; and(c) before and after any judgment (unless a court orders otherwise);5.3.4we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and5.3.5we may recover (under clause 5.7) the cost of taking legal action to make you pay.5.4If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.5.5You do not have the right to set off any money you may claim from us against anything you may owe us.5.6While you owe money to us, we have a lien on any of your property in our possession.5.7You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms5.8It is understood that all sales are FIRM and there Is no entitlement to settlement if paid outside the payment terms.

Title6.1Until you pay all debts you may owe us:6.1.1all goods supplied by us remain our property;6.1.2you must store them so that they are clearly identifiable as our property;6.1.3you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;6.1.4you may use those goods and sell them in the ordinary course of your business, but not if:(a) we revoke that right (by informing you in writing); or(b) you become insolvent.6.2You must inform us (in writing) immediately if you become insolvent.6.3If your right to use and sell the goods ends you must allow us to remove the goods.6.4We have your permission to enter any premises where the goods may be stored:6.4.1at any time, to inspect them; and6.4.2after your right to use and sell them has ended, to remove them, using reasonable force if necessary.6.5Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date. Furthermore the Directors of the company accept personal liability to payment of the account in full from private assets.6.6You are not our agent. You have no authority to make any contract on our behalf or in our name.

Warranties7.1We warrant that the goods:7.1.1comply with their description on our acknowledgement of order form; and7.1.2are free from material defect at the time of delivery (as long as you comply with clause 7.3).7.2We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.7.3f you believe that we have delivered goods which are defective in materials or workmanship, you must:7.3.1inform us (in writing), with full details, as soon as possible; and7.3.2allow us to investigate (we may need access to your premises and product samples). 7.4If the goods are found to be defective in material or workmanship (following our investigations, and you have complied with those conditions (in clause 7.3) in full, we will (at our option) replace the goods or refund the price.7.5We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.7.6Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £10,000,000.7.7For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.7.8Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

Specification8.1If we prepare the goods in accordance with your specifications or instructions: 8.1.1you must ensure that the specifications or instructions are accurate.8.1.2you must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them.8.2We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.8.3We also reserve the right to make without notice any minor modifications in our specifications we think necessary or desirable.

Return of goods9.1We will accept the return of goods from you only:9.1.1by prior arrangement (confirmed in writing);9.1.2on payment of an agreed handling charge (unless the goods were defective when delivered); and9.1.3where the goods are as fit for sale on their return as they were on delivery.

Export terms10.1Clause 10 of these terms shall apply to exports except where inconsistent with any written agreement between us.10.2Where the goods are supplied by us to you by way of export from the United Kingdom, the ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made shall apply.10.3The Incoterms are treated as amended by these terms (read as a whole) to the extent that they are inconsistent with them.10.4You are responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties due.10.5Where the goods are to be sent by us to you by a route including sea transport we shall be under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.10.6You are responsible for arranging the testing and inspection of the goods at our premises before shipment except where otherwise agreed. We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.10.7Payment of all amounts due to us shall be made as stipulated by us, unless otherwise agreed in writing.10.8We shall have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

Cancellation11.1If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.11.2We may suspend or cancel the order, by written notice if:11.2.1you fail to pay us any money when due (under the order or otherwise);11.2.2you become insolvent;11.2.3you fail to honour your obligations under these terms.11.3You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 11.1 then apply).

Waiver and variations12.1Any waiver or variation of these terms is binding in honour only unless:12.1.1made (or recorded) in writing;12.1.2signed on behalf of each party; and12.1.3expressly stating an intention to vary these terms.12.2All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

Force majeure13.1If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.13.2Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

General14.1English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.14.2If you are more than one person, each of you has joint and several obligations under these terms. The individual Directors accept personal liability for all debt to Williams of Swansea Ltd and accept that this will be applied if the company becomes insolvent.14.3If any of these terms are unenforceable as drafted:14.3.1it will not affect the enforceability of any other of these terms; and14.3.2if it would be enforceable if amended, it will be treated as so amended.14.4We may treat you as insolvent if:14.4.1you are unable to pay your debts as they fall due; or14.4.2you (or any item of your property) become the subject of:(a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);(b) any application or proposal for any formal insolvency procedure; or(c) any application, procedure or proposal overseas with similar effect or purpose.14.5All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.14.6Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed. 14.7No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.14.8The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:14.8.1contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or 14.8.2which expressly state that you may rely on them when entering into the contract.14.9Nothing in these terms affects or limits our liability for fraudulent misrepresentation.

Notices

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While we have worked very hard to ensure the accuracy of the product information on our Web site, we are not responsible for manufacturer price changes that come to pass without notice, typographical errors or technical inaccuracies. We reserve the right to make adjustments anytime without notice. We reserve the right to refuse or cancel any orders placed for product listed at the incorrect price. Furthermore, we shall have the right to refuse or cancel any such orders whether or not the order has been confirmed.

Your receipt of an Email order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We also reserve the right at any time after receipt of your order, without prior notice to you, to limit the quantity you ordered of any item.